HomeMy WebLinkAboutAgreement A-22-476 Assignment of Agreement.pdf Agreement No. 22-476
1 ASSIGNMENT OF AGREEMENT
2 This Assignment of Agreement ("Assignment") is dated October 25, 2022 and is
3 between CSDC Inc., a Delaware corporation ("Assignor"), Granicus, LLC dba Granicus, a
4 Minnesota limited liability company ("Assignee"), and the County of Fresno, a political
5 subdivision of the State of California ("County").
6 Recitals
7 A. On December 11, 2018, the County and the Assignor entered into County agreement
8 number 18-709, to implement and upgrade the County's AMANDA system (AMANDA), which is
9 the County's building permit system ("Agreement").
10 B. On October 29, 2020, the Assignee represents that it purchased the assets of the
11 Assignor, including existing service agreements, and would like to assume all obligations and
12 privileges of this Agreement.
13 C. Section 15 — Non-Assignment of the Agreement provides for the assignment of the
14 Agreement with the written consent of both Parties.
15 D. Assignor wishes to assign, transfer, and delegate all of its rights, benefits,
16 responsibilities, and obligations under the Agreement to the Assignee.
17 E. Assignee wishes to accept the assignment, transfer, and delegation of the Assignor's
18 rights, benefits, responsibilities, and obligations under the Agreement.
19 F. The County, the Assignor, and the Assignee now desire to amend the Agreement to
20 transfer and assign the Agreement by the Assignor to the Assignee.
21 The parties therefore agree as follows:
22 1. The Assignor transfers and assigns all of its rights and interest in, and delegates all of its
23 obligations and responsibilities under the Agreement to the Assignee.
24 2. The Assignee acknowledges that it has received and reviewed the Agreement, and
25 accepts from the Assignor the Assignment of the Agreement and agrees, as a direct obligation
26 to the County, without qualification or reservation of right, to perform each and every one of the
27 Assignor's obligations and responsibilities under the Agreement, and to adhere to all terms of
28 the Agreement as though the Assignee were the signatory party of the Agreement, in lieu of the
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DocuSign Envelope ID:OC764A94-5611-42AA-8097-34FC63FF37B6
1 Assignor. The Assignee agrees that its liability under the Agreement shall include liability
2 accruing as a result of the Assignor's, as well as Assignee's, performance or failure to perform
3 its obligations under the Agreement.
4 3. The County agrees to this Assignment of the Agreement.
5 4. The Assignee agrees to each and every term and condition of the Agreement.
6 5. Section 19— Notices of the Agreement is amended to read:
7 COUNTY CONTRACTOR
8 County of Fresno Granicus, LLC
Director of Internal Services/CIO Chief Executive Officer
9 333 W. Pontiac Way 408 Saint Peter St, Suite 600
Clovis, CA 93612 Saint Paul, MN 55102
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11 6. The Assignee and the Assignor represent that all prior payments until the Effective Date
12 of this Assignment have been paid to the correct party, and that no further payments are owed
13 by the County to the Assignor.
14 7. When both parties have signed this Assignment, the Agreement and this Assignment
15 together constitute the Agreement.
16 8. The Contractor represents and warrants to the County that:
17 a. The Assignee is duly authorized and empowered to sign and perform its obligations
18 under this Assignment.
19 b. The individuals signing this Assignment on behalf of the Assignor and Assignee are
20 duly authorized to do so and his or her signature on this Assignment legally binds the
21 Assignor and Assignee to the terms of this Assignment.
22 9. The parties agree that this Assignment may be executed by electronic signature as
23 provided in this section.
24 a. An "electronic signature" means any symbol or process intended by an individual
25 signing this Assignment to represent their signature, including but not limited to (1) a
26 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
27 electronically scanned and transmitted (for example by PDF document) version of an
28 original handwritten signature.
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DocuSign Envelope ID:OC764A94-5611-42AA-8097-34FC63FF37B6
1 b. Each electronic signature affixed or attached to this Assignment (1) is deemed
2 equivalent to a valid original handwritten signature of the person signing this
3 Assignment for all purposes, including but not limited to evidentiary proof in any
4 administrative or judicial proceeding, and (2) has the same force and effect as the
5 valid original handwritten signature of that person.
6 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
7 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
8 2, Title 2.5, beginning with section 1633.1).
9 d. Each party using a digital signature represents that it has undertaken and satisfied
10 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
11 through (5), and agrees that each other party may rely upon that representation.
12 e. This Assignment is not conditioned upon the parties conducting the transactions
13 under it by electronic means and any party may sign this Assignment with an original
14 handwritten signature.
15 10. This Assignment may be signed in counterparts, each of which is an original, and all of
16 which together constitute this Assignment.
17 11. The Agreement as assigned by this Assignment is ratified and continued. All provisions
18 of the Agreement not amended by this Assignment remain in full force and effect.
19 [SIGNATURE PAGE FOLLOWS]
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DocuSign Envelope ID:OC764A94-5611-42AA-8097-34FC63FF37B6
1 The parties are signing this Assignment on the date stated in the introductory clause.
2 ASSIGNOR CSDC INC. E�Dm-310-*dby:r� COUNTY OF FRESNO
3 CE166446D...
4 Kelly Oliver vice President - contracts OU-
5 [Name1, [T'#iel Brian Pacheco, Chairman of the Board of
6 804 Las Cimas Pkwy, Suite 100 Supervisors of the County of Fresno
Austin, TX 78746 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 ASSIGNEE DoeuSlpnedby: Deputy
11 GRANICUS, LLC E
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BE342585D3714DF...
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13 Brendan stierman contracts Manager
[NaMel, iflel
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408 Saint Peter St, Suite 600
15 Saint Paul, MN 55102
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18 For accounting use only:
19 Org No.: 8905
Account No.: 7311
20 Fund No.: 1020
Subclass No.: 10000
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